SafeCharge Regulatory News (SCH)

30 Oct 2006 13:36

Get Group PLC30 October 2006 Not for release, publication or distribution, in whole or in part, in, into orfrom any jurisdiction where to do so would constitute a violation of therelevant laws of such jurisdiction. PRESS ANNOUNCEMENT FOR IMMEDIATE RELEASE 30 October 2006 RECOMMENDED ACQUISITION OF GET GROUP PLC BY SCHNEIDER ELECTRIC (UK) LIMITED, A WHOLLY - OWNED SUBSIDIARY OF SCHNEIDER ELECTRIC S.A. Results of Court Meeting and Extraordinary General Meeting ("EGM") On 11 September 2006 the Board of GET Group plc ("GET") and the Management Boardof Schneider Electric announced that they had reached agreement on the terms ofa recommended acquisition of GET by Schneider Electric (UK) Limited (the"Acquiror") of the entire issued and to be issued share capital of GET at aprice of 260 pence per GET Share (the "Acquisition"). The Acquisition is beingimplemented by way of a scheme of arrangement under section 425 of the CompaniesAct (the "Scheme"). On 6 October 2006, GET dispatched to GET Shareholders a circular containing,inter alia, the terms of the Scheme (the "Scheme Document") which convened theCourt Meeting and EGM to vote on the Scheme. The Board of GET and the Management Board of Schneider Electric are pleased toannounce that GET Shareholders have voted to approve the Scheme at the CourtMeeting and the EGM held earlier today. The voting of those members who cast votes either in person or by proxy at themeetings is summarised below: Court Meeting Number of Scheme % of Scheme Shares Number of Scheme % of Scheme Shares voted voted Shareholders Shareholders voting voting FOR 12,349,516 99.9 151 97.4 AGAINST 16,685 0.1 4 2.6 EGM Number of GET Shares % of GET Shares voted voted FOR 13,518,030 99.9 AGAINST 17,300 0.1 As set out in the Scheme Document, Lance Joseph, Gerald Barnett, MichaelCohen and Desmond Morgan abstained from voting at the Court Meeting, inrelation to the GET Shares to which they hold sole legal and beneficialentitlement. Completion of the Acquisition remains subject to the satisfaction, or ifpermitted, waiver of the Conditions set out in the Scheme Document,including, among other things, the sanction of the Scheme by the Court.The Court Hearing of the petition to sanction the Scheme and to confirmthe reduction of GET's share capital is expected to take place on 21November 2006. It is expected that the last day of dealings in GET Shareswill be 21 November 2006 and that GET Shares will cease to be admitted to trading with effect from 8.00 a.m. on the day following the Effective Date,which is expected to be 22 November 2006. Capitalised terms used in this announcement but not otherwise definedshall have the meaning given to them in the Scheme Document. Enquiries: GET Group plc Tel: +44 (0)1707 601 700 Lance Joseph Michael Cohen Cavendish Corporate Finance Tel: +44 (0)20 7908 6000 (financial adviser to GET) Howard Leigh Andrew Jeffs Shore Capital Tel: +44 (0)20 7408 4090(broker to GET) Alex Borrelli Hansard Communications Tel: +44 (0)20 7245 1100(PR adviser to GET) Adam Reynolds Schneider Electric Media (Veronique Moine) Tel: +33 (0)1 41 29 70 71 Investors (Alexandre Brunet) Tel: +33 (0)1 41 29 70 76 Hawkpoint Tel: +44 (0)20 7665 4500(financial adviser to the Acquiror andSchneider Electric) David Renton Morgan Jones The Acquiror Directors and certain members of the senior management of Schneider Electric(including each of the members of the Management Board) accept responsibility for theinformation contained in this announcement other than information relating to GET, the GETGroup, the GET Directors, their immediate families and related trusts and companies andconfirm that to the best of their knowledge and belief (having taken all reasonable care toensure that this is the case), the information contained in this announcement for whichthey accept responsibility is in accordance with the facts and does not omit anythinglikely to affect the import of such information. The GET Directors accept responsibility for the information contained in this announcementrelating to GET, the GET Group, the GET Directors, their immediate families and relatedtrusts and companies and confirm that to the best of their knowledge and belief (havingtaken all reasonable care to ensure that this is the case), the information contained inthis announcement for which they accept responsibility is in accordance with the facts anddoes not omit anything likely to affect the import of such information. Hawkpoint, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for the Acquiror and Schneider Electric and noone else in connection with the Acquisition and will not be responsible to anyone otherthan the Acquiror and Schneider Electric for providing the protections afforded to itscustomers or for providing advice in relation to the Acquisition or in relation to thecontents of this announcement or any transaction or arrangement referred to herein. Cavendish Corporate Finance, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for GET and no one else in connectionwith the Acquisition and will not be responsible to anyone other than GET for providing theprotections afforded to its customers or for providing advice in relation to theAcquisition or in relation to the contents of this announcement or any transaction orarrangement referred to herein. This announcement is not intended to and does not constitute, or form any part of, an offeror an invitation to sell or purchase any securities or the solicitation of any vote orapproval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisitionwill be made solely through the Scheme Document, which contains the full terms andconditions of the Acquisition, including details of how to vote in favour of theAcquisition. Any vote or other response to the Acquisition should be made only on the basisof the information contained in the Scheme Document. The laws of relevant jurisdictionsmay affect the availability of the Acquisition to persons not resident in the UnitedKingdom. Persons who are not resident in the United Kingdom, or who are subject to thelaws of any jurisdiction other than the United Kingdom, should inform themselves about, andobserve any applicable legal and regulatory requirements. 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